Filed by General Motors Corporation
Subject Company - General Motors Corporation
and Hughes Electronics Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and Deemed Filed Pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Commission File No.: 001-00143
[ECHOSTAR LOGO] [HUGHES LOGO]
5701 South Santa Fe Drive P.O. Box 956
Littleton, CO 80120 200 N. Sepulveda Blvd
El Segundo, CA 90245-0956
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The following media advisory was distributed on March 20, 2002:
For Immediate Release
Media Advisory
EchoStar and DIRECTV Present:
Local Channels and Affordable Broadband Everywhere in Wisconsin
(Green Bay, WI) - On March 21, 2002 at 11:30 a.m., Rep. Phil Montgomery will
host a demonstration showcasing satellite-delivered digital television and
high-speed Internet access and explain how the completion of the merger between
EchoStar Communications Corporation and Hughes Electronics' DIRECTV will make
local TV channels available to every resident in Wisconsin. Attendees will be
able to surf the Internet, delivered via satellite, following the demonstration.
The demonstration will take place...
Thursday, March 21, 2002
11:30 a.m.
Regency Suites Hotel Conference Area
Breakout Rooms 6A & 6B (conference area north of the Hotel lobby)
333 Main Street, Green Bay
Media invited to attend. Refreshments will be provided.
RSVP Mandatory.
Please contact Scott Stein at Leonard & Finco Communications (920-496-3130)
DISH Network is a trademark of EchoStar Communications Corporation. DISH Network
is EchoStar's state-of-the-art direct broadcast satellite TV system that is
capable of offering over 500 channels of digital video and CD-quality audio
programming, as well as advanced satellite TV receiver hardware and
installation. EchoStar is included in the Nasdaq-100 Index (NDX). DISH Network
currently serves over 7 million customers. For more information, contact
1-800/333-DISH (3474) or visit www.dishnetwork.com.
DIRECTV is the nation's leading digital satellite television service provider
with more than 10.7 million customers. DIRECTV and the Cyclone Design logo are
registered trademarks of DIRECTV, Inc., a unit of Hughes Electronics
Corporation. HUGHES is the world's leading provider of digital television
entertainment, broadband services, satellite-based private business networks,
and global video and data broadcasting. The earnings of HUGHES, a unit of
General Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE: GMH). Visit
DIRECTV on the World Wide Web at www.DIRECTV.com.
- more -
In connection with the proposed transactions, General Motors Corporation ("GM"),
Hughes Electronics Corporation ("Hughes") and EchoStar Communications
Corporation ("EchoStar") intend to file relevant materials with the Securities
and Exchange Commission, including one or more Registration Statement(s) on Form
S-4 that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3 and GM
Class H common stock are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov, and GM stockholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from General Motors.
Such documents are not currently available.
General Motors and its directors and executive officers, Hughes and certain of
its officers, and EchoStar and certain of its executive officers may be deemed
to be participants in GM's solicitation of proxies or consents from the holders
of GM $1-2/3 common stock and GM Class H common stock in connection with the
proposed transactions. Information regarding the participants and their
interests in the solicitation was filed pursuant to Rule 425 with the SEC by
EchoStar on November 1, 2001 and by each of GM and Hughes on November 16, 2001.
Investors may obtain additional information regarding the interests of the
participants by reading the prospectus and proxy/consent solicitation statement
if and when it becomes available.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.
Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
Hughes, EchoStar, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes or GM include, but are not
limited to, the following: (1) the businesses of EchoStar and Hughes may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; (5)
generating the incremental growth in the subscriber base of the combined company
may be more costly or difficult than expected; (6) the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule; (7) the effects of legislative and regulatory changes; (8)
an inability to obtain certain retransmission consents; (9) an inability to
retain necessary authorizations from the FCC; (10) an increase in competition
from cable as a result of digital cable or otherwise, direct broadcast
satellite, other satellite system operators, and other providers of subscription
television services; (11) the introduction of new technologies and competitors
into the subscription television business; (12) changes in labor, programming,
equipment and capital costs; (13) future acquisitions, strategic partnership and
divestitures; (14) general business and economic conditions; and (15) other
risks described from time to time in periodic reports filed by EchoStar, Hughes
or GM with the Securities and Exchange Commission. You are urged to consider
statements that include the words "may," "will," "would," "could," "should,"
"believes," "estimates," "projects," "potential," "expects," "plans,"
"anticipates," "intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain and
forward-looking. This cautionary statement applies to all forward-looking
statements included in this document.
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